Orissa Bengal Carrier Ltd

To,

The Members,

Orissa Bengal Carrier Limited

We're thrilled to share our 29^th Board's Report, summarizing our Company's activities and performance for the year ended March 31, 2024. This report includes audited financial statements and the auditor's report, providing a clear picture of the financial health of the Company. We're excited to walk you through the Company's journey, highlighting its achievements and challenges along the way.

The Company's standalone financial performance for the year ended March 31, 2024 is as summarized below: Rs. In Lakhs

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

During the year, your Company achieved a revenue from operations of Rs. 33,279.82 Lakhs and a net profit after tax of Rs. 368.62 Lakhs. These financial figures are outlined in the Statement of Profit & Loss and speak for themselves. More detailed insights into our business performance can be found in the Management Discussion and Analysis Report included in the Annual Report.

3. AVAILABILITY OF FINANCIAL STATEMENTS

According to a circular from the Ministry of Corporate Affairs dated April 29, 2011, companies are permitted to send documents like Annual Reports via email. Shareholders holding shares in Demat and having email id registered with their depository participant is considered as the official email id unless informed otherwise to the Company or the Registrar and Transfer Agent (RTA) of the Company.

The Members are requested to ensure that their email id is registered with our RTA i.e. M/s. Bigshare Services Private Limited.

Full version of Annual Report 2023-24 is also available for inspection at the Corporate Office of the Company during working hours. It is also available at the Company's website at https://www.obclimited.com/financial-information.php.

4. FINANCIAL LIQUIDITY

Our Company effectively manages its working capital through a streamlined process, ensuring constant oversight and control over receivables, payables and other key factors.

5. DIVIDEND

In view of growth plans, your directors do not recommend any dividend for the Financial Year under review.

SEBI under Regulation 43A of the SEBI (LODR) Regulations, 2015 requires top 1000 listed companies based on market capitalization to formulate a Dividend distribution Policy.

During the year under review, OBCL did not fall under the abovementioned category, accordingly the requirement relating to Dividend Distribution Policy under the SEBI (LODR) Regulations, 2015 does not arise.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the Financial Year under review.

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- comprising of 2,40,00,000 Equity Shares of Rs. 10/- each and the Paid-up Share Capital is Rs. 21,08,27,900/-comprising of 2,10,82,790 Equity Shares of Rs.10/- each. During the FY 2023-24, there was no change in the capital structure of the Company.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year i.e. March 31, 2024, to which the Financial Statements relate and the date of the report. Details of changes, wherever required, have been disclosed under the respective heads in the Financial Statements of the Company.

9. MATERIAL CHANGES IN NATURE OF BUSINESS

During the year under review, there was no material change in the nature of business of the Company..

A wholly-owned subsidiary of OBCL in the name of OBCL Ventures Private Limited has been incorporated on June 04, 2024 to undertake various trading activities. Since the Wholly-owned Subsidiary was incorporated in the FY 2024-25, all the compliances and disclosures requirements pertaining to the Subsidiary including the consolidated financial statements pursuant to the provisions of Section 136 and Form AOC-1 pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act") was not applicable during the year under review.

Apart from the above, the Company does not have any Subsidiary, Joint Venture or Associate Company.

During the year under review, the loans, guarantees and investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013, have been disclosed in the financial statements of the Company.

During the year under review, Company has not invited, accepted or renewed any deposit from the public in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the requirement to furnish details relating to deposits covered under Chapter V of the Companies Act, 2013 does not arise

All contracts/arrangements/transactions entered into during FY 2023-24 with related parties were on an arm's length basis and in the ordinary course of business and were in compliance with the Section 188 and other applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015]. There are no materially significant Related Party Transactions entered into with the Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of OBCL at large. All Related Party Transactions are placed before the Audit Committee for its approval. The transactions with related parties are also reviewed by the Board.

The Company has adopted a Policy on Related Party Transactions approved by the Board, which is available at the Company's website at: https://www.obclimited.com/policies.php

The particulars of contracts or arrangements with related parties are given in Form AOC-2 and form part of this Annual Report as Annexure -1.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the Financial Year ended March 31, 2024 is uploaded on the website of the Company and can be accessed at https://www.obclimited.com/otherinformation.php

Pursuant to Section 134(5) of the Act, the Board of Directors state that: i. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures from the same; ii. the accounting policies had been selected and applied consistently and judgement and estimates had been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024, and of the profit of the Company for the year ended on that date; iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the annual accounts have been prepared on a going concern basis; v. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and vi. that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-executive and Independent Directors including Woman Director in compliance with the requirement of the SEBI (LODR) Regulations, 2015 and the Act. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The composition of the Board of Directors of the Company as on March 31, 2024 was as follows:

During the year under review, the five-year term of directorship of Mr. Ravi Agrawal and Mr. Manoj Kumar Agrawal came to an end on June 30, 2023. Mr. Manoj Kumar Agrawal, vide his letter dated, June 16, 2023, expressed his intention not to continue his directorship on the Board of the Company. Accordingly, he was not re-appointed as a Director on the Board of the Company. The Board places on record its appreciation for his invaluable contribution and guidance during his tenure as a Director of the Company.

During the year under review, the Members approved the following appointment and re-appointment of Directors:

Re-appointment of Mr. Gopal Kumar Agrawalla as a Non-Executive Director of the Company; Re-appointment of Mr. Ravi Agrawal as the Managing Director of the Company for a further term of 5 years effective from July 01, 2023 to June 30, 2028; Appointment of Mrs. Priti Agrawal as an Executive Non-Independent Director in the category of Wholetime Director of the Company effective from October 01, 2023 to September 30, 2028; and Appointment of Mr. Manish Kumar Agrawal as an Independent Director of the Company effective from October 01, 2023 to September 30, 2028.

Mr. Sourabh Agrawal tendered his resignation from the office of Independent Director w.e.f. October 16, 2023 to the Board of Directors of the Company due to his inability to function independently.

Mr. Manish Kumar Agrawal is a Chartered accountant by profession and has experience and expertise in the field of Finance and Accounts and the Board was satisfied that it was in the best interest of the Company to appoint Mr. Manish Kumar Agrawal as an Independent Director of the Company. In the opinion of Board, Mr. Ashish Dakalia and Mr. Manish Kumar Agrawal are persons of integrity and fulfil requisite conditions as per applicable laws and are independent of the management of the Company.

As per Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Shakuntala Devi Agrawal and Mrs. Priti Agrawal are also the Woman Directors of the Company.

Pursuant to Section 203 of the Act, Mr. Kapil Mittal continued as the Chief Financial Officer (CFO) of the Company and Ms. Muskaan Gupta continued as the Company Secretary & Compliance Officer of the Company.

During the FY 2023-24, there was no other change in the Board of Directors & Key Managerial Personnel of the Company.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the Directors of the Company are liable to retire by rotation every year and, if eligible, they can offer themselves for re-appointment at the AGM.

Mrs. Shakuntala Devi Agrawal, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and is eligible for re-appointment. Details of the proposal for her re-appointment is mentioned in the Notice of the 29^th AGM of the Company pursuant to the Companies Act, 2013. The re-appointment of the Director is appropriate and in the best interest of the Company. The Board recommends her re-appointment to the Shareholders for their approval.

Pursuant to the requirements of the Companies Act, 2013, the Company has framed policies on the appointment of Directors and Senior Management Personnel i.e. Nomination Policy and Remuneration of Directors and Key Managerial Personnels identified under the Companies Act, 2013 and other employees i.e. Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under 178(3) and the same are in force. The Nomination and Remuneration Policy of the Company forms part of the Board's Report as Annexure-2.

The Ministry of Corporate Affairs (MCA) has vide amendment to the Companies (Appointment and Qualification of Directors) Rules, 2014, mandated KYC of all the Directors through the e-Form DIR-3 KYC. All Directors of OBCL have complied with the aforesaid requirement.

The Company has received the disclosures in the Form DIR-8 required under Section 164 of the Companies Act, 2013 and has noted that none of the Directors have incurred any of the disqualifications on account of non-compliance with any of the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, there were no acts of omission/commission by the Company itself, leading to the disqualification of its directors.

The details of the meeting of the Board of Directors of the Company during the FY 2023-24 are as follows:

The Board met Eight (8) times during the year. During the year under review, the total duration of the Board meetings i.e., approximate aggregate number of hours was about 17 hours. The maximum gap between any two meetings was less than one hundred and twenty days.

For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

As on March 31, 2024, the Board has constituted various committees as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The composition of the Committees as on March 31, 2024 was as follows:

There was no instance during FY 2023-24, where the Board of Directors did not accept any recommendation of any Committee of the Board. Details of the meetings of the Committees, attendance of the Directors at such Meetings and other relevant details are given in the Corporate Governance Report forming part of this Report.

A separate meeting of the Independent Directors was held during the year under review for performing the following functions:

a) Review & evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole; b) Review of the performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors of the Company; c) Assessment of the quality, quantity and timeliness of flow of information between the Management of the Company and the Board of Directors.

The Independent Directors have given Declaration of Independence as required under the applicable laws as well as confirmation that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of management and a confirmation that they have read and understood the Company's code of conduct, as applicable to the Board of Directors of the Company.

The Independent Directors have enrolled themselves in the Databank being maintained by the Indian Institute of Corporate Affairs (IICA) to qualify as an Independent Director and they have furnished the declaration affirming their compliance with the relevant provisions of Companies (Appointment & Qualification of Directors) Rules, 2014 along with the Declaration of Independence given as per Section 149(7) of the Companies Act, 2013.

Based on the confirmation/declaration received from the Independent Directors that they were not aware of any circumstances that are contrary to the declarations submitted by them, the Board acknowledges the veracity of such confirmation and takes the same on record. In the opinion of the Board, all the aforesaid Independent Directors possess the requisite expertise and experience (including the proficiency) and they hold the highest standards of integrity.

As per the provisions of the Companies Act, 2013, the Nomination & Remuneration Committee (NRC) specifies the manner for effective evaluation of the performance of Board, its Committees and individual directors to be carried out either by the Board, by the NRC or by an independent external agency and review its implementation and compliance. Accordingly, the evaluation of the performance of the Board, its Committees and of its individual directors including Independent Directors were carried out by the NRC of the Company.

The review of the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company was also done by the Independent Directors of the Company in their separate meeting held on March 30, 2024 without the presence of Non-Independent Directors and the management of the Company, in compliance with the requirements of the Schedule IV of the Act and SEBI (LODR) Regulations, 2015.

M/s. Agrawal & Pansari, Chartered Accountants, held office of the Statutory Auditors of the Company until the conclusion of the 28^th AGM of the Company held on September 20, 2023.

Pursuant to Section 139 of the Act, M/s. Agrawal Mahendra & Co., Practicing Chartered Accountants, Raipur (FRN: 322273C), were appointed as the Statutory Auditors by the Members of the Company, at the AGM held on September 20, 2023 to hold office until the conclusion of 33^rd AGM to be held in the year 2028.

Under Section 139 and 141 of the Act and Rules framed there under, M/s. Agrawal Mahendra & Co. confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. In continuation of its term of appointment, the said Audit Firm conducted the Statutory Audit of the Company for the financial year ended March 31, 2024.

The report of the Statutory Auditors forms part of the financial statements. The Statutory Auditors' Report for FY 2023-24 does not contain any qualification, reservation or adverse remark.

Pursuant to Section 138 of the Act & rules made thereunder, M/s. Agrawal Mittal & Associates, Chartered Accountants, Raipur, (FRN: 028560C) were appointed as the Internal Auditors of the Company for the FY 2021-22 and onwards.

The Internal Auditors' M/s. Agrawal Mittal & Associates, Chartered Accountants, have issued clean Internal Audit Report for the year ended March 31, 2024, as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Board has appointed M/s. Anil Agrawal & Associates, Practicing Company Secretaries, Raipur, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2024 in compliance with the provisions of Section 204 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Board has also proposed to appoint M/s. Anil Agrawal & Associates, Practicing Company Secretaries, to Scrutinize the voting process in the ensuing AGM and provide a fair report accordingly. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast during the AGM and thereafter, unblock the votes cast through remote e-Voting and shall make, not later than 48 hours from the conclusion of the AGM, a Consolidated Scrutinizer's Report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

The Secretarial Auditors' M/s. Anil Agrawal & Associates, Practicing Company Secretaries, have issued a clean Secretarial Audit Report in the Form No. MR-3 for the FY 2023-24 as per the requirement of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Secretarial Audit Report for the FY 2023-24 forms part of the Board's Report as Annexure-3.

There were no qualification, reservation, disclaimer or adverse remark made by the Statutory Auditors', Secretarial Auditors' or Internal Auditors' in their Report for the FY 2023-24 issued to the Company.

The Equity Shares of the Company are listed on the Main Board of BSE Ltd. (‘BSE') and the National Stock Exchange of India Ltd. (‘NSE') with effect from April 07, 2022.

The applicable Secretarial Standards, i.e., SS-1 and SS-2 as updated from time to time, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' have been duly complied with by your Company.

OBCL is covered under the purview of Section 135 of the Companies Act, 2013 and hence it needs to constitute a CSR Committee and spend 2% of its average net profit for identified CSR purposes. The Company has duly constituted a CSR Committee consisting of Mr. Ashish Dakalia, Independent Director as the Chairman, Mr. Ravi Agrawal, Managing Director and Mrs. Shakuntala Devi Agrawal, Non-Executive Director of the Company, as the members of the CSR Committee. The CSR projects of the Company are being implemented by the Company itself based on the CSR Policy of the Company as approved by the CSR Committee and the Board of Directors of the Company.

During the year 2023-24, the CSR Contribution of the Company was required to be spent to implement the CSR Policy of the Company in the manner laid down in Section 135(5) of the Companies Act, 2013 and the actual amount incurred towards approved projects utilized 100% of the amount required to be spent by the Company.

The CSR policy is available on your Company's website www.obclimited.com. The disclosures required to be made in the Board's Report as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure - 4.

In terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis report forms part of this Annual Report.

Orissa Bengal Carrier Limited (OBCL) is a Public Limited Company, whose securities are listed on the Main Board of NSE and BSE with effect from April 07, 2022. The Company is committed to maintain the highest standards of corporate governance and adhere to corporate governance requirements.

OBCL has always been involved in good governance practices and endeavors continuously to improve upon the same. A report on corporate governance for the financial year 2023-24 is furnished as part of the Board's Report for the information of all its stakeholders as Annexure-5(i). The Compliance Certificate from a Practicing Company Secretary confirming compliance with the conditions of disclosures and Corporate Governance norms specified for listed companies pursuant to Regulation-34(3) & Certificate of Non-Disqualification of Directors pursuant to Schedule-V Para-C Clause-10(i) of the SEBI (LODR) Regulations, 2015 for the year ended March 31, 2024 are attached to the Corporate Governance Report.

A Code of Conduct for Directors and Senior Management Personnel of the Company is framed as per the requirements of the SEBI (LODR) Regulations, 2015. All the Directors and the KMPs have affirmed compliance with the Code of Conduct. The Managing Director of the Company has affirmed to the Board of Directors that the Code of Conduct has been complied by the Directors and senior management personnel and the same is attached herewith as Annexure- 5(ii) and forms part of the Corporate Governance Report.

As per the requirement of the SEBI (LODR) Regulations, 2015, the code of conduct, has been hosted on the website of the Company at https://www.obclimited.com/policies.php.

SEBI under Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 read with National Guidelines on Responsible Business Conduct issued by the Ministry of Corporate Affairs requires top 1000 listed companies based on market capitalization to present a BRSR to its stakeholders in the prescribed format.

During the year under review, OBCL did not fall under the top 1000 listed companies based on market capitalization, accordingly, the requirement relating to BRSR under the SEBI (LODR) Regulations, 2015 does not arise.

Internal Financial Controls are an integral part of the Risk Management framework and processes that address financial as well as financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes.

There is a high degree of automation in most of the key areas of operations and processes. Also, all the processes are well defined which, inter alia, includes the financial controls in the form of maker checker, strict adherence to financial delegation given by the Board at various levels, systemic controls, information security controls as well as role-based access controls, etc. Further, these controls are periodically reviewed for change management in situations like the introduction of new processes/change in processes, change in the systems, change in personnel handling the activities, etc.

Besides, these controls are independently reviewed by the internal auditors/operations reviewers of the Company including conducting the routine internal audit/operations review by them whereby the audit activity embeds validation/review of the controls to establish their adequacy and effectiveness.

The Internal Auditors, Statutory Auditors and the Secretarial Auditors review the compliances by the Company with respect to various laws, rules, regulations, etc. as applicable to it. The observations, if any, of the internal audit, statutory audit and the secretarial audit are also presented to the Audit Committee as and when they occur.

During the year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operation.

The Human Resource function has ensured that it has driven process excellence by digitizing work processes in tandem with policy changes so that technology driven engagement, efficiency, simplicity, scalability and empowerment could be achieved. With the great belief that people are our greatest asset, the employer-employee relationship can be characterized as fair, trusting and caring.

Your Company organized various in-house training programs on Operational Efficiency, Quality Service, HR policies and Claim Risk Management for employees at all levels. Senior Management Personnel participated in various Management Development Programs with special reference to the Logistics Industry; organized by the Company and other reputed institutions. Your Company has always viewed human resource development as a critical activity for achieving its business goals.

As on March 31, 2024, there were 174 employees on the payroll of OBCL. The statement as required under Section 197(12) of the Act read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules, 2014 in respect to the ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2023-24 forms part of this report as Annexure 6(i).

There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/-per month or Rs. 1,02,00,000/- per annum or in excess of that drawn by the Managing Director or Wholetime Director or Manager, as prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

A Statement of Particulars of Employees covered under the provisions of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure-6(ii).

The Company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk, etc. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

The Company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the Company and for the co-operation of all the Stakeholders of the Company.

The Company has zero tolerance policy on sexual harassment. In that line, the Board takes anti sexual harassment initiatives by way of Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and they are responsible to inquire into complaints (if any) of sexual harassment and take appropriate action. Their aim is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

OBCL has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

OBCL has a Policy on Prevention of Sexual Harassment of Women at Workplace which is available in the website of the Company in the following link: https://www.obclimited.com/policies.php

The disclosures required to be given under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the Financial Year 2023-24 are given below:

Pursuant to Section 177(9) & 177(10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. The vigil mechanism provides for adequate safeguards against victimisation of persons who use such mechanism. The Company has set up a Direct Access initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee for appropriate or exceptional cases, and also to a three-member direct access team established for this purpose. The direct access team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. No Personnel had been denied access to the Committee during the year ended March 31, 2024.

1. Conservation of Energy:
2. a) The steps taken or impact on conservation of energy: Reasonable efforts are made for conservation of electric energy used in office, increase fuel efficiency of vehicles deployed by the Company.

b) The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, whenever and to the extent possible. c) The capital investment on energy conservation equipment: There were no capital investments made on energy conservation equipment.

ii. Technology Absorption: a) The effort made towards technology absorption: Company has adopted a single software for tracking vehicles of the Company and their movement.

b) The benefits derived like product improvement, cost reduction, product development or import substitution: Product Improvement

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology was imported by the Company.

d) The expenditure incurred on Research & Development: No expenditure was incurred on Research & Development.

There was no Foreign Exchange earnings and outgo during the financial year as specified in the Companies (Accounts) Rules, 2014.

MCA has vide Companies (Accounts) Amendment Rules, 2021, effective from April 01, 2021, amended Rule 8 with respect to the disclosures of details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year. The same was not applicable to your Company as there are no such applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 with respect to the Company.

MCA has vide Companies (Accounts) Amendment Rules, 2021, effective from April 01, 2021 amended Rule 8 with respect to the disclosures of details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof. The same was not applicable to the Company as there was no such instance of either one time settlement or the valuation done while taking a loan from the Banks or Financial Institutions during the year under review.

During the year under review, the statutory auditors, the secretarial auditors or the internal auditors have not reported to the Audit Committee or the Board of Directors, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against OBCL by its officers or employees, the details of which would need to be mentioned in this Board's report.

The requirement relating to disclosure and the maintenance of cost records as specified by the Central Government under section 148 of the Companies Act, 2013 is not required to be made by the Company, and accordingly, such accounts and records are not prepared and maintained.

All matters relating to transfer/transmission of shares, issue of duplicate share certificates, payment of dividend, de-materialization and re-materialization of shares and redressal of investors grievances are carried out by M/s. Bigshare Services Pvt. Ltd., Mumbai, the Registrar and Share Transfer Agent of the Company.

Your company has provided the facility to its shareholders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN number allotted to the Company is INE426Z01016.

The Company had not made any public issue, rights issue, preferential issue, etc. during the year under review. Hence, the requirement to furnish any statement/explanation for the deviation/variation in pursuant to Regulation 32(4) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company.

During the year under review, there were no shares of the Company held in the demat suspense account or unclaimed suspense account. Accordingly, the disclosure with respect to demat suspense account/unclaimed suspense account as per the requirements of Schedule-V Para-F of the SEBI (LODR) Regulations, 2015 is not applicable to the Company.

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment thereby enabling the Company to boost its performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Professionals, Auditors, Suppliers, Customers, Banks/Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

Gopal Kumar Agrawalla Chairman DIN: 07941122

Date: 26.07.2024 Place: Raipur